Assumed Name Certificates
A Legal Moment

A Business By Any Other Name . . .

Effective December 1, 2017, new rules apply for businesses and individuals seeking to adopt assumed names.

   While individuals and entities were previously required to file Certificates of Assumed Name in every county in which they planned to conduct business, North Carolina has implemented a more streamlined process by which those individuals and entities give notice to the public that they are operating under an assumed name.

   Businesses and individuals have long been able to adopt assumed business names in North Carolina.  In this way, an individual can use a more business-like and context-sensitive name.  For example, John A. Erwin recently filed the assumed business name of “Lean Leadership Coaching.”  Also, business entities can conduct business under names that are easier to use, remember, or market. An example in this category is the adoption of “FTE Title” by FundaTerra Title & Escrow, LLC.
   In the past, to operate under an assumed name, individuals or businesses were required to file Certificates of Assumed Name in the Office of the Register of Deeds for each and every county in which they were doing business.  These filings ‒ which allow members of the public to determine the true identity of any business owner operating under an assumed name ‒ were mandatory before conducting business under an assumed name.
   The core requirement of filing an Assumed Business Name Certificate in the Office of the Register of Deeds remains mandatory.  Now, however, a business owner must file only in one county even when doing business in multiple counties.  Within 30 days of that filing, it is then incumbent upon the Register of Deeds both to send a scanned image of the certificate to the Secretary of State, and to enter the following information into a new, searchable database that the Secretary of State is obliged to develop and maintain for the benefit of the public:  (1) the assumed business name, (2) the real name of each person engaging in business under the assumed name, and (3) the county in which the certificate was filed.  Click here to access the database.  The Secretary of State will assign an identification number to each assumed business name that must be referenced in later amendments or withdrawals of assumed business names.
   The Assumed Business Name Certificate to be filed with the Register of Deeds must include the following:
    (1)  The name of the assumed business.
    (2)  A real name of the person* engaging in business under the assumed business name. If the business is a partnership other than a limited liability partnership or limited partnership, the assumed business name certificate must include the name of each general partner (up to a maximum of five general partners in the case of a business with many partners).
    (3)  The nature of the business.
    (4)  The street address of the principal place of business.
    (5)  Each county where the person uses or will be using the assumed business name to engage in business.
   Forms for filing an assumed name are available from the Economic Development Partnership of North Carolina.
   In conclusion, I offer a few cautionary notes.  First, filing an assumed business name certificate does not automatically give any exclusive rights to the use of an assumed business name in North Carolina.  Businesses should still undertake necessary steps to trademark or copyright their business names if they desire to protect them fully and assert ownership of the name.  Second, all assumed name certificates filed before December 1, 2017, will expire on December 1, 2022.  To continue to do business under an assumed name after the expiration date, businesses will have to file new Certificates in the correct form under the new statute.
*The definition of “Person” includes an individual, partnership, limited partnership, limited liability partnership, limited liability company, corporation, association, society, organization, joint venture, business trust, trust, governmental entity, or any other legal or commercial entity. NC Gen. Stat. § 66-71.3(2).

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Greg Gregory is an attorney and shareholder at Marshall, Roth & Gregory, PC. Greg's practice encompasses all forms of business and real estate transactions.
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